Schneider National director granted 5,468 RSUs

Swainson John A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Swainson John A reported acquisition or exercise transactions in this Form 4 filing.

Schneider National director John A. Swainson received a grant of 5,468 shares of Class B common stock in the form of restricted stock units on April 30, 2026. These units vest on the earlier of the one-year anniversary of the grant date or the company’s next annual shareholder meeting, subject to his continued Board service.

After this award, Swainson holds 52,231 shares of Class B common stock directly. The restricted stock units will be settled in Schneider National Class B shares when they vest, reflecting a routine, compensation-related equity grant rather than an open-market transaction.

Insider Trade Summary

Grant/Award: 5,468 shares

Grant/Award 1 txn

Insider Swainson John A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	5,468	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 52,231 shares (Direct)

Footnotes (1)

1. F1. Consists of restricted stock units that vest on the earlier of the one-year anniversary of the date of grant and the Company's annual shareholder meeting for the year following the date of grant, subject to the reporting person's continued service as a member of the Company's Board of Directors through the vesting date. The units will be settled in shares of Class B common stock.

Key Figures

RSU grant size: 5,468 shares Post-transaction holdings: 52,231 shares Grant price per unit: $0.00 per share +1 more

4 metrics

RSU grant size 5,468 shares Restricted stock units granted on April 30, 2026

Post-transaction holdings 52,231 shares Class B common stock held directly after grant

Grant price per unit $0.00 per share Reported transaction price for the RSU award

Vesting horizon Earlier of 1 year or next meeting Vests on one-year anniversary or next annual shareholder meeting

Key Terms

restricted stock units, Class B common stock, Board of Directors, annual shareholder meeting

4 terms

restricted stock units financial

"Consists of restricted stock units that vest on the earlier of the one-year anniversary"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class B common stock financial

"The units will be settled in shares of Class B common stock."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Board of Directors financial

"service as a member of the Company's Board of Directors through the vesting date."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

annual shareholder meeting financial

"the Company's annual shareholder meeting for the year following the date of grant"

A yearly gathering where a company’s owners (shareholders) and its leaders meet to review performance, approve key decisions like electing directors, and vote on issues such as executive pay or major policy changes. Think of it as an annual town hall for people who own part of the business: investors use it to ask questions, influence direction through votes, and gauge management’s plans and transparency, all of which can affect the stock’s outlook.

FAQ

What did Schneider National (SNDR) director John A. Swainson report in this Form 4?

Director John A. Swainson reported receiving a grant of 5,468 restricted stock units of Schneider National Class B common stock. The award reflects equity-based director compensation and is not an open-market stock purchase or sale, but a grant at a stated price of $0.00 per unit.

How many Schneider National (SNDR) shares does John A. Swainson hold after this grant?

Following the reported transaction, John A. Swainson holds 52,231 shares of Schneider National Class B common stock directly. This total includes the newly awarded 5,468 restricted stock units, which will convert into Class B shares when they vest under the specified service-based conditions.

What are the vesting terms of John A. Swainson’s Schneider National (SNDR) restricted stock units?

The 5,468 restricted stock units vest on the earlier of the one-year anniversary of the grant date or Schneider National’s next annual shareholder meeting. Vesting is conditioned on Swainson’s continued service on the company’s Board of Directors through the vesting date, aligning compensation with ongoing board involvement.

Will John A. Swainson receive Schneider National (SNDR) shares or cash from this award?

The award will be settled in Schneider National Class B common stock, not cash. When the 5,468 restricted stock units vest under the stated conditions, they convert into an equal number of Class B shares, increasing his equity stake through stock-based compensation rather than market purchases.

Is John A. Swainson’s Schneider National (SNDR) Form 4 transaction a market buy or sell?

No, this Form 4 does not show a market buy or sell. It reports an acquisition coded as a grant or award at $0.00 per unit. The 5,468 restricted stock units represent compensation granted by Schneider National, to be settled later in Class B common shares when vested.

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Accepted by SEC EDGAR 05/04/2026 - 10:16 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Swainson John A

(Last) (First) (Middle)

3101 PACKERLAND DRIVE

(Street)

GREEN BAY WISCONSIN 54313

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Schneider National, Inc. [ SNDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	04/30/2026		A		5,468(1)	A	$0.00	52,231	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of restricted stock units that vest on the earlier of the one-year anniversary of the date of grant and the Company's annual shareholder meeting for the year following the date of grant, subject to the reporting person's continued service as a member of the Company's Board of Directors through the vesting date. The units will be settled in shares of Class B common stock.

Remarks:

	Thomas Jackson by POA for John Swainson	05/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)